Item 1. Security and Issuer.
The 514,014 additional Shares (in addition to the 3,132,434 Shares reflected in the initial Schedule 13D and Amendment No. 1 thereto) reported herein as being currently beneficially owned were acquired via open market purchases.
Item 5. Interest in Securities of the Issuer.
(a) As of June 22, 2012, each Reporting Person beneficially owned 3,646,448 Shares, which represented 11.0% of the outstanding Shares, based upon 33,249,192 Shares outstanding on March 31, 2012, as reflected in the Issuer’s Form 10-Q filed May 2, 2012.
In accordance with Securities and Exchange Commission Release No. 34-39538 (January 12, 1998) (the “Release”) this filing reflects the securities beneficially owned by PCC and certain of its subsidiaries, including Sagard. The filing does not reflect securities beneficially owned, if any, by any subsidiaries of PCC whose ownership of securities is disaggregated from that of PCC in accordance with the Release.
The beneficial ownership reflected in the remainder of this Item 5, and in the cover pages, reflect beneficial ownership as of June 22, 2012.
| (b) | Sole power to vote or direct the vote: 0 |
Shared power to vote or direct the vote: 3,646,448
Sole power to dispose or to direct the disposition: 0
Shared power to dispose or direct the disposition: 3,646,448
The power to vote or to direct the vote or to dispose or direct the disposition of the Shares reported herein is shared among the Reporting Persons.
| (c) | The following transactions have been effected by Sagard over the last 60 days: |
Purchases
| Trade Date | Price | Quantity |
| | | |
| 4/26/12 | $5.1767 | 10,600 |
| 4/27/12 | $5.5111 | 25,000 |
| 4/30/12 | $5.5755 | 5,800 |
| 5/1/12 | $5.0126 | 21,300 |
| 5/1/12 | $5.0381 | 65,000 |
| 5/2/12 | $4.9682 | 6,405 |
| 5/2/12 | $4.9600 | 10,000 |
| 5/3/12 | $4.8911 | 8,887 |
| 5/4/12 | $4.6163 | 17,943 |
| 5/4/12 | $4.5971 | 35,000 |
| 5/7/12 | $4.4998 | 28,201 |
| 5/7/12 | $4.5825 | 20,000 |
| 5/8/12 | $4.3522 | 6,400 |
| 5/8/12 | $4.3900 | 12,000 |
| 5/9/12 | $4.4005 | 18,500 |
| 5/9/12 | $4.3500 | 25,000 |
| 5/9/12 | $4.3600 | 13,025 |
| 5/10/12 | $4.3306 | 2,522 |
| 5/11/12 | $4.1136 | 9,678 |
| 5/11/12 | $4.1113 | 40,000 |
| 5/14/12 | $4.2226 | 3,420 |
| 5/15/12 | $4.1709 | 6,200 |
| 5/16/12 | $4.1269 | 8,426 |
| 5/17/12 | $4.0865 | 5,495 |
| 5/18/12 | $4.0800 | 7,500 |
| 5/21/12 | $4.1266 | 2,404 |
| 5/22/12 | $4.0393 | 7,560 |
| 5/23/12 | $3.8837 | 6,015 |
| 5/23/12 | $3.8355 | 5,000 |
| 5/24/12 | $3.9891 | 6,751 |
| 5/24/12 | $3.9731 | 10,000 |
| 5/25/12 | $4.0511 | 2,300 |
| 5/29/12 | $4.0562 | 18,400 |
| 5/30/12 | $4.0081 | 9,000 |
| 5/31/12 | $3.9450 | 7,094 |
| 6/1/12 | $3.6933 | 6,904 |
| 6/4/12 | $3.6158 | 32,260 |
| 6/5/12 | $3.8103 | 5,357 |
| 6/6/12 | $3.9480 | 1,500 |
| 6/7/12 | $3.9303 | 4,928 |
| 6/8/12 | $3.8611 | 2,500 |
| 6/19/12 | $3.7222 | 45,000 |
| 6/20/12 | $3.7500 | 105,000 |
| 6/21/12 | $3.5290 | 5,000 |
| 6/22/12 | $3.6923 | 200,000 |
Note: Purchases of Shares from April 26, 2012 through May 11, 2012 reflected in the preceding table have previously been reflected in the initial Schedule 13D and/or Amendment No. 1 thereto.
Item 7. Material to Be Filed as Exhibits.
Exhibits A - C are hereby amended and restated in their entirety, as attached hereto.
| Exhibit A | Persons Who may be Deemed to Control the Reporting Persons |
| Exhibit B | Executive Officers and Directors of Sagard Capital Partners GP, Inc. and Sagard Capital Partners Management Corp. |
| Exhibit C | Executive Officers and Directors of Power Corporation of Canada |
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
| Date: June 25, 2012 | SAGARD CAPITAL PARTNERS, L.P. By:Sagard Capital Partners GP, Inc., its general partner By: /s/ Dan Friedberg Name: Dan Friedberg Title: President |
| | |
| | SAGARD CAPITAL PARTNERS GP, INC. By: /s/ Dan Friedberg Name: Dan Friedberg Title: President |
| | |
| | SAGARD CAPITAL PARTNERS MANAGEMENT CORP. By: /s/ Dan Friedberg Name: Dan Friedberg Title: President |
Exhibit A
Persons who may be Deemed to Control the Reporting Persons
Set forth below is the (i) name, (ii) principal business address and (iii) place of organization of each person who may be deemed, for purposes of this Statement, to control the Reporting Persons.
| (i) | 4190297 Canada Inc. |
| (ii) | 751 Victoria Square, Montréal (Québec), Canada H2Y 2J3 |
| (iii) | Canada |
| | |
| (i) | 3249531 Canada Inc. |
| (ii) | 751 Victoria Square, Montréal (Québec), Canada H2Y 2J3 |
| (iii) | Canada |
| | |
| (i) | Power Corporation of Canada |
| (ii) | 751 Victoria Square, Montréal (Québec), Canada H2Y 2J3 |
| (iii) | Canada |
| | |
| (i) | Gelco Enterprises Ltd. |
| (ii) | 44 Chipman Hill, Suite 1000, P.O. Box 7289, Station A, Saint John (New Brunswick), Canada E2L 2A9 |
| (iii) | Canada |
| | |
| (i) | Nordex Inc. |
| (ii) | 44 Chipman Hill, Suite 1000, P.O. Box 7289, Station A, Saint John (New Brunswick), Canada E2L 2A9 |
| (iii) | Canada |
Exhibit B
Executive Officers and Directors of Sagard Capital Partners GP, Inc.
Set forth below is the (i) name, (ii) title, (iii) country of citizenship, (iv) principal occupation, (v) principal business address, (vi) ownership of Shares (if any) and (vii) transactions in Shares during the past 60 days (if any) of each of the executive officers and directors of Sagard Capital Partners GP, Inc.
| (i) | Dan Friedberg |
| (ii) | Director and Executive Officer (President and Chief Executive Officer) |
| (iii) | United States |
| (iv) | Managing Director, Sagard Capital Partners, L.P. |
| (v) | 325 Greenwich Avenue, Greenwich CT 06830 |
| (vi) | None |
| (vii) | None |
| | |
| (i) | Henri-Paul Rousseau |
| (ii) | Director and Executive Officer (Chairman) |
| (iii) | Canada |
| (iv) | Vice-Chairman, Power Corporation of Canada |
| (v) | 751 Victoria Square, Montréal (Québec), Canada H2Y 2J3 |
| (vi) | None |
| (vii) | None |
| | |
| (i) | Denis Le Vasseur |
| (ii) | Director |
| (iii) | Canada |
| (iv) | Vice-President and Controller, Power Corporation of Canada |
| (v) | 751 Victoria Square, Montréal (Québec), Canada H2Y 2J3 |
| (vi) | None |
| (vii) | None |
| | |
| (i) | Arnaud Vial |
| (ii) | Director and Executive Officer (Treasurer) |
| (iii) | Canada |
| (iv) | Senior Vice-President, Power Corporation of Canada |
| (v) | 751 Victoria Square, Montréal (Québec), Canada H2Y 2J3 |
| (vi) | None |
| (vii) | None |
| | |
| (i) | Pierre Larochelle |
| (ii) | Director and Executive Officer (Secretary) |
| (iii) | Canada |
| (iv) | Vice-President, Investments, Power Corporation of Canada |
| (v) | 751 Victoria Square, Montréal (Québec), Canada H2Y 2J3 |
| (vi) | None |
| (vii) | None |
Executive Officers and Directors of Sagard Capital Partners Management Corp.
Set forth below is the (i) name, (ii) title, (iii) country of citizenship, (iv) principal occupation, (v) principal business address, (vi) ownership of Shares (if any) and (vii) transactions in Shares during the past 60 days (if any) of each of the executive officers and directors of Sagard Capital Partners Management Corp.
| (i) | Dan Friedberg |
| (ii) | Director and Executive Officer (President and Chief Executive Officer) |
| (iii) | United States |
| (iv) | Managing Director, Sagard Capital Partners, L.P. |
| (v) | 325 Greenwich Avenue, Greenwich CT 06830 |
| (vi) | None |
| (vii) | None |
| | |
| (i) | Henri-Paul Rousseau |
| (ii) | Director and Executive Officer (Chairman) |
| (iii) | Canada |
| (iv) | Vice-Chairman, Power Corporation of Canada |
| (v) | 751 Victoria Square, Montréal (Québec), Canada H2Y 2J3 |
| (vi) | None |
| (vii) | None |
| | |
| (i) | Denis Le Vasseur |
| (ii) | Director |
| (iii) | Canada |
| (iv) | Vice-President and Controller, Power Corporation of Canada |
| (v) | 751 Victoria Square, Montréal (Québec), Canada H2Y 2J3 |
| (vi) | None |
| (vii) | None |
| | |
| (i) | Arnaud Vial |
| (ii) | Director |
| (iii) | Canada |
| (iv) | Senior Vice-President, Power Corporation of Canada |
| (v) | 751 Victoria Square, Montréal (Québec), Canada H2Y 2J3 |
| (vi) | None |
| (vii) | None |
| | |
| (i) | Pierre Larochelle |
| (ii) | Director and Executive Officer (Secretary) |
| (iii) | Canada |
| (iv) | Vice-President, Investments, Power Corporation of Canada |
| (v) | 751 Victoria Square, Montréal (Québec), Canada H2Y 2J3 |
| (vi) | None |
| (vii) | None |
| (i) | Michael Braner |
| (ii) | Executive Officer (Vice-President and Treasurer) |
| (iii) | United States |
| (iv) | Partner of Sagard Capital Partners Management Corp. |
| (v) | 325 Greenwich Avenue, Greenwich CT 06830 |
| (vi) | None |
| (vii) | None |
| | |
| (i) | Adam Weiss |
| (ii) | Executive Officer (Vice-President and Secretary) |
| (iii) | United States |
| (iv) | Partner of Sagard Capital Partners Management Corp. |
| (v) | 325 Greenwich Avenue, Greenwich CT 06830 |
| (vi) | None |
| (vii) | None |
Exhibit C
Executive Officers and Directors of Power Corporation of Canada
Set forth below is the (i) name, (ii) title, (iii) country of citizenship, (iv) principal occupation, (v) principal business address, and (vi) ownership of Shares (if any) and (vii) transactions in Shares during the past 60 days (if any) of each of the executive officers and directors of Power Corporation of Canada.
| (i) | Pierre Beaudoin |
| (ii) | Director |
| (iii) | Canada |
| (iv) | President and Chief Executive Officer, Bombardier Inc. |
| (v) | 800 René-Lévesque Blvd. West, 30th Floor, Montréal (Québec), Canada H3B 1Y8 |
| (vi) | None |
| (vii) | None |
| | |
| (i) | Marcel Coutu |
| (ii) | Director |
| (iii) | Canada |
| (iv) | President and Chief Executive Officer, Canadian Oil Sands Limited |
| (v) | 2500 First Canadian Centre, 350 – 7th Avenue S.W., Calgary (Alberta), Canada T2P 3N9 |
| (vi) | None |
| (vii) | None |
| | |
| (i) | Laurent Dassault |
| (ii) | Director |
| (iii) | France |
| (iv) | Vice-President, Groupe Industriel Marcel Dassault SA |
| (v) | 9, Rond-Point des Champs Elysées, 75008 Paris, France |
| (vi) | None |
| (vii) | None |
| | |
| (i) | André Desmarais |
| (ii) | Director and Executive Officer |
| (iii) | Canada |
| (iv) | Deputy Chairman, President and Co-Chief Executive Officer, Power Corporation of Canada |
| (v) | 751 Victoria Square, Montréal (Québec), Canada H2Y 2J3 |
| (vi) | None |
| (vii) | None |
| | |
| (i) | Paul G. Desmarais |
| (ii) | Director |
| (iii) | Canada |
| (iv) | Chairman of the Executive Committee, Power Corporation of Canada |
| (v) | 751 Victoria Square, Montréal (Québec), Canada H2Y 2J3 |
| (vi) | None |
| (vii) | None |
| (i) | Paul Desmarais, Jr. |
| (ii) | Director and Executive Officer |
| (iii) | Canada |
| (iv) | Chairman and Co-Chief Executive Officer, Power Corporation of Canada |
| (v) | 751 Victoria Square, Montréal (Québec), Canada H2Y 2J3 |
| (vi) | None |
| (vii) | None |
| | |
| (i) | Anthony R. Graham |
| (ii) | Director |
| (iii) | Canada |
| (iv) | President, Wittington Investments, Limited |
| (v) | 22 St. Clair Avenue East, Suite 2001, Toronto (Ontario), Canada M4T 2S7 |
| (vi) | None |
| (vii) | None |
| | |
| (i) | Robert Gratton |
| (ii) | Director and Executive Officer |
| (iii) | Canada |
| (iv) | Deputy Chairman, Power Corporation of Canada |
| (v) | 751 Victoria Square, Montréal (Québec), Canada H2Y 2J3 |
| (vi) | None |
| (vii) | None |
| | |
| (i) | Isabelle Marcoux |
| (ii) | Director |
| (iii) | Canada |
| (iv) | Chair and Vice-President, Corporate Development, Transcontinental Inc. |
| (v) | 1 Place Ville-Marie, Suite 3315, Montréal (Québec), Canada H3B 3N2 |
| (vi) | None |
| (vii) | None |
| | |
| (i) | R. Jeffrey Orr |
| (ii) | Director |
| (iii) | Canada |
| (iv) | President and Chief Executive Officer, Power Financial Corporation |
| (v) | 751 Victoria Square, Montréal (Québec), Canada H2Y 2J3 |
| (vi) | None |
| (vii) | None |
| | |
| (i) | Michel Plessis-Bélair |
| (ii) | Executive Officer |
| (iii) | Canada |
| (iv) | Vice-Chairman, Power Corporation of Canada |
| (v) | 751 Victoria Square, Montréal (Québec), Canada H2Y 2J3 |
| (vi) | None |
| (vii) | None |
| (i) | John A. Rae |
| (ii) | Executive Officer |
| (iii) | Canada |
| (iv) | Executive Vice-President, Office of the Chairman of the Executive Committee, Power Corporation of Canada |
| (v) | 751 Victoria Square, Montréal (Québec), Canada H2Y 2J3 |
| (vi) | None |
| (vii) | None |
| | |
| (i) | Henri-Paul Rousseau |
| (ii) | Executive Officer |
| (iii) | Canada |
| (iv) | Vice-Chairman, Power Corporation of Canada |
| (v) | 751 Victoria Square, Montréal (Québec), Canada H2Y 2J3 |
| (vi) | None |
| (vii) | None |
| | |
| (i) | T. Timothy Ryan, Jr. |
| (ii) | Director |
| (iii) | United States |
| (iv) | President and Chief Executive Officer, Securities Industry and Financial Markets Association (SIFMA) |
| (v) | 120 Broadway, 35th Floor, New York, NY 10271 U.S.A. |
| (vi) | None |
| (vii) | None |
| | |
| (i) | Emőke J.E. Szathmáry |
| (ii) | Director |
| (iii) | Canada |
| (iv) | President Emeritus, University of Manitoba |
| (v) | 70 Dysart Road, Room 112, Winnipeg (Manitoba), Canada R3T 2M6 |
| (vi) | None |
| (vii) | None |
| | |
| (i) | Gregory D. Tretiak |
| (ii) | Executive Officer |
| (iii) | Canada |
| (iv) | Executive Vice-President and Chief Financial Officer, Power Corporation of Canada |
| (v) | 751 Victoria Square, Montréal (Québec), Canada H2Y 2J3 |
| (vi) | None |
| (vii) | None |
| | |
| (i) | Pierre Larochelle |
| (ii) | Executive Officer |
| (iii) | Canada |
| (iv) | Vice-President, Investments, Power Corporation of Canada |
| (v) | 751 Victoria Square, Montréal (Québec), Canada H2Y 2J3 |
| (vi) | None |
| (vii) | None |
| (i) | Edward Johnson |
| (ii) | Executive Officer |
| (iii) | Canada |
| (iv) | Senior Vice-President, General Counsel and Secretary, Power Corporation of Canada |
| (v) | 751 Victoria Square, Montréal (Québec), Canada H2Y 2J3 |
| (vi) | None |
| (vii) | None |
| | |
| (i) | Peter Kruyt |
| (ii) | Executive Officer |
| (iii) | Canada |
| (iv) | Vice-President, Power Corporation of Canada |
| (v) | 751 Victoria Square, Montréal (Québec), Canada H2Y 2J3 |
| (vi) | None |
| (vii) | None |
| | |
| (i) | Luc Reny |
| (ii) | Executive Officer |
| (iii) | Canada |
| (iv) | Vice-President, Power Corporation of Canada |
| (v) | 751 Victoria Square, Montréal (Québec), Canada H2Y 2J3 |
| (vi) | None |
| (vii) | None |
| | |
| (i) | Arnaud Vial |
| (ii) | Executive Officer |
| (iii) | Canada |
| (iv) | Senior Vice-President, Power Corporation of Canada |
| (v) | 751 Victoria Square, Montréal (Québec), Canada H2Y 2J3 |
| (vi) | None |
| (vii) | None |
